This corporation shall be organized and operated for religious, charitable and educational purposes. Subject to the limitations stated in the Articles of Incorporation, the purposes of this corporation shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statues (or its corresponding future provision) and S501c(3) of the Internal Revenue Code of 1954 (or its corresponding future provisions).

Kagyu Changchub Chuling is a Vajrayana Buddhist church founded by the Venerable Kalu Rinpoche where the authentic teachings of the Shangpa and Karma Kagyu lineages are taught, practiced and supported.

The primary purposes of Kagyu Changchub Chuling are to support practitioners in their process of spiritual awakening and to ensure that the teachings of the Shangpa and Karma Kagyu lineages are sustained for the benefit of future generations.

Article II: Nonmembership

This corporation shall have no members as that term is defined by Oregon revised Statutes chapter 65, but shall have members for other purposes. These members shall have none of the rights or duties described in ORS Chapter 65 (or any corresponding future statute).

Article III: Spiritual Director and Lineage

Section 1: Qualifications and Role.

As our primary link to the lineage of past realized masters and the teachings (Dharma) which flow through this lineage to the present, the Spiritual Director is the primary person responsible for transmitting these teachings to the current generation of practitioners. The [1]first Spiritual Director of Kagyu Changchub Chuling (hereinafter referred to as KCC) was Kalu Rinpoche, head of the Shangpa Kagyu lineage, who founded the center in 1976. Being a renowned master in both the Shangpa Kagyu and Karma Kagyu lineages, he was like an ocean of authentic spiritual teachings and blessings. Based on his inspirational example, and without intending to create legal standards, we hold the qualifications and role of the Spiritual Director to be as follows.

First, the Spiritual Director is the source of the authentic, unadulterated teachings of the Shangpa Kagyu and Karma Kagyu lineages. The Spiritual Director competently provides the members of this community with all the teachings necessary to practice and accomplish the Dharma, and to ultimately attain enlightenment.

Second, the Spiritual Director of KCC is the source of inspiration and blessing for those who long to practice in this tradition. Ideally, the Spiritual Director is not just a repository and dispenser of the precious path, but visibly manifests the potential inherent in every being, demonstrating for all who might have an earnest desire to follow this path that the fruit is possible. These are the blessings which flow from the realization of the Spiritual Director, giving rise to confidence and faith in the minds of students and disciples.

Section 2: Authority.

The Spiritual Director is the final authority on all spiritualpractice and teaching policies at KCC, including but not necessarily limited to the following: (a) approving the appointment of a new Resident Lama; (b) having the final authority on matters related to the curriculum, empowerments, and spiritualpractices supported by the center; and (c) providing direction to the Resident Lama related to who will teach at KCC and what they will teach.

Section 3: Confirmation.

The head of the Shangpa Kagyu lineage will appoint his or her successor, who will be the Spiritual Director of KCC, subject to confirmation by the Resident Lama, in consultation with the Board of Directors. At this time in the year 2000, Yangsi Kalu Rinpoche, born at Sonada, India, in September of 1991, is the successor to the previous Kalu Rinpoche, who left his physical body in1989.

In the event that the Resident Lama, in consultation with the Board, finds that no clear successor is appointed as head of the lineage, that the appointed successor is not yet of appropriate age, or that the successor or current Spiritual Director does not meet the qualifications stated for Spiritual Director in Section 1 of this article, the Resident Lama in consultation with the Board of Directors may ask one of the current Shangpa Kagyu or Karma Kagyu Lineage Holders to act as Spiritual Director for an appropriate period. Alternatively, the Resident Lama in consultation with the Board of Directors may decide to continue functioning without an official Spiritual Director for an appropriate period.

Article IV: Resident Lama

Section 1: Duties.

In general, the duties of the Resident Lama are to assist students in their process of spiritual awakening and to locally shepherd transmission of the lineage. Subject to the limitations in these bylaws, the Resident Lama’s duties include, but are not limited to, providing teachings, conducting retreats, providing personal guidance, inviting lineage masters to the center, and either giving necessary empowerments or ensuring appropriate empowerments are made available. The Resident Lama is jointly responsible with the Board for developing and implementing the mission and vision of KCC.

The Resident Lama, in consultation with the Program Council, will be responsible for the curriculum of KCC including content and implementation. The Resident Lama will decide who will teach at KCC and what they will teach subject to the overriding authority of the Spiritual Director. The Resident Lama is responsible for communication with the Board and others regarding these matters.

The Resident Lama will be the spokesperson to the lineage and, in consultation with the President, will review and approve public communications made in KCC’s name. Invitations to, and requests of the lineage masters made on behalf of KCC, will be made through the Resident Lama.

The Resident Lama may attend any regular or special meetings, including executive sessions, of the Board of Directors and all committees and may participate in discussion. The Resident Lama is jointly responsible with the Board for creating an appropriate grievance procedure.

All major financial transactions must be approved in advance by the Resident Lama.

The Resident Lama is encouraged to cultivate individual(s) suitable to assume the role of Resident Lama in the future. The Resident Lama shall deliver to the Board and members of the Program Council standing instructions on how the duties of the office are to be carried out in the event that the Resident Lama is absent or incapacitated.

Section 2: Number and Qualifications.

KCC will have one Resident Lama. There may be other teachers and/or lamas teaching at KCC, but they will do so under the supervision of the Resident Lama.

The Resident Lama of KCC should have completed a significant amount of retreat, be well versed in the methods of the Shangpa and Karma Kagyu traditions, be capable of dispensing these teachings, and exhibit the spirit of the Dharma in his or her actions.

Section 3: Selection and Term.

When it becomes necessary to fill the position of Resident Lama, the Board of Directors and the departing Resident Lama or the Program Council if there is no Resident Lama, in consultation with the Sangha, will create a list of potential candidates and conduct an appropriate investigation. The Spiritual Director shall be notified at the outset of this process.

During the investigation, potential candidates should be invited to teach at the center. Subsequently, at least one meeting will be held between the candidate and the Sangha for mutual questioning. Having gathered input from the Sangha, the Board of Directors and the departing Resident Lama will select a candidate and forward the name to the Spiritual Director for approval. If there is no Spiritual Director at the time of the decision or if the Spiritual Director does not respond within one year, then the decision of the departing Resident Lama and Board stands.

The new Resident Lama shall have a one year period of probation after the selection. During the probation period the Program Council will make all the decisions normally made by the Resident Lama. The newResident Lama will be a voting member of the Program Council during this period. At the end of the first year, the Board and Program Council will gather input from the Sangha and will review the appointment to decide if it is a working situation. If the Board approves, the newResident Lama will be given full responsibility as described in these bylaws.

After completion of the probation period, the term of the Resident Lama shall last until he or she retires, dies, steps down, or is removed pursuant to these bylaws.

Section 4: Removal.

In extreme circumstances, it may be necessary to remove a Resident Lama for serious misconduct or prolonged failure to perform his or her duties, in which case the following process will be followed. These steps do not preclude other skillful efforts to resolve the situation. The Spiritual Director shall be informed at each step in the process. If the Spiritual Director presents a solution at any point in the process, then this shall be implemented.

1. This process shall be initiated a) by a petition specifying actions that amount to serious misconduct or describing a prolonged failure to perform his or her duties signed by sixty percent of the Sangha members who have been on the Sangha list for at least six months or b) by a vote of seventy-five percent of the active and inactiveDirectors in office.

In the event that this removal process is initiated, the Board of Directors may curtail any or all of the authority of the Resident Lama, subject to a veto by the Spiritual Director. In case of curtailed duties, Board decisions normally requiring approval by the Resident Lama shall instead be made final by approval of seventy-five percent of the active and inactive Directors in office. Program Council decisions shall be made by a majority vote of the members of the Program Council; the Resident Lama shall not vote.

The Board of Directors shall attempt to meet with the Resident Lama and any individuals who are involved with the issues to hear all perspectives in the situation in order to reach resolution.

2. If the situation is still unresolved, the Board will call a meeting of the Resident Lama, the Board of Directors, and the Sangha, where the issues at hand are to be openly discussed. All parties who wish to be heard should be given the opportunity to speak. A sincere effort should be made by all parties to unearth the most skillful solution to the situation. If it is clear after this meeting that the issue has not been resolved, a second meeting will be scheduled no sooner than three weeks from the date of the first meeting.

3. In the second meeting, the parties should again come together to find a reasonable solution to the situation. If there continues to be no resolution, the parties shall make a reasonable effort tomeet with the Spiritual Director in person to discuss the issues. If this is not possible, the Spiritual Director should be informed by other appropriate means.

4. If theseefforts failto resolve the situation, as a last resort a vote shall be cast. There will be two votes: one by the members of the Board of Directors, and one by the members of the Sangha. Sangha members eligible to vote will be those who have been on the Sangha list for at least six months prior to the initial Sangha meeting to discuss the issue.

If sixty percent of the votes cast by eligible Sangha and seventy-five percent of the active and inactive Directors in office vote for the removal, then the Resident Lama will be removed. This final vote must be taken within six months of the date of the petition or vote that initiated the process in order to support a formal removal of a Resident Lama through this process.

5. The results of any final vote shall be sent to the Spiritual Director. If the Spiritual Director does not respond within a period of two months, the actions of the Board and Sangha will stand.

Article V: Program Council

Section 1: Duties.

The role of the Program Council is to consider issues related to the program of teaching and spiritual practice that is offered at KCC and to consult with the Resident Lama on these issues.

The Council shall develop and maintain a coordinated program of teaching and spiritual practice for KCC and determine who will teach or provide other leadership. This program may include the ongoing schedule of spiritual practice, retreat, formal teachings, and other study opportunities.

Except as specified in Article IV, Section 1, Article IV, Section 3, or Article IV, Section 4, the Resident Lama carries the sole authority to decide all program issues with other members serving in an advisory capacity.

The Program Council shall assume the responsibilities of the Resident Lama as outlined in Article IV, Section 1, and in the circumstances specified in Article IV, Section 3, or Article IV, Section 4.

Section 2: Membership and Qualifications.

The Program Council shall include the Resident Lama and those other members appointed by him or her. The Resident Lama shall appoint members to the Program Council from amongst those persons with ongoing teaching responsibilities at KCC.In addition, the Resident Lamain consultation with the Boardshall appoint a Board member to the Council. The Resident Lama may appoint other members.

Section 3: Terms.

The Resident Lama is a permanent member. All other members serve one year; they may be re-appointed.

Article VI: Board of Directors

Section 1: Duties.

Except as set forth differently in the articles and bylaws, the affairs of the corporation shall be managed by the Board of Directors. In accomplishing its responsibilities, members of the Board of Directors will maintain connections with the Sangha, the Resident Lama, the Karma Kagyu and Shangpa Kagyu lineages and the Spiritual Director.

Section 2: Number.

The number of Directors shall be set by the Board of Directors and may vary between a minimum of four and a maximum of fifteen.

Section 3: Term and Selection.

The term of office for Directors shall be set by the Board of Directors and the initial terms shall not be less than two years, nor more than five years. A Director may be reelected without limitation on the number of terms he or she may serve.

The Board of Directors shall adopt a process to identify and encourage potential candidates for Board positions, and to select the members of the Board. This process shall incorporate involvement by the Sangha. The process shall be implemented approximately annually, and not more than fifteen months from the previous implementation of the process. The process shall culminate in the Board making the final decision about the selection of the Board members. Selections shall require approval by the Resident Lama.

Section 4: Removal.

Any Director may be removed, with or without cause, by a vote of two-thirds of the active and inactive Directors in office. Such removal shall require the approval of the Resident Lama.

Section 5: Vacancies.

In the event of a vacancy, the Board may select a replacement or determine that it is not necessary to have a replacement, as long as the number of Board members does not go below the minimum specified in Article VI, Section 2. The term of a Director filling a vacancy expires at the next selection of Directors as described in Section 3, above.

The Board may approve a request by a Board member to go on inactive status. While on inactive status approved by the Board the position shall not be counted to determine the quorum, but shall be counted in setting the number of Directors in office as that term is used in the articles, bylaws or the law. If a Director approved for inactive status also holds an office the office is considered to be vacant. In the case of President or Secretary, the Board shall appoint an active Board member to fill the office either as a temporary replacement while the current officer is on inactive status or as a permanent replacement. In the case of an office besides President or Secretary, the Board may appoint an active board member as a temporary or permanent replacement, or hold the office vacant until the time set for the Director to return.

Section 6: Quorum and Action.

A quorum at a Board meeting shall be a majority of the number of active Directors in office.

The Board is encouraged to listen to each person’s statements and take them into account, honoring diversity of opinion, but only a majority of Directors present is required to take action, except as otherwise provided by these bylaws. Where the law requires a majority vote of the Directors in office to take certain actions, including the following: to establish committees to exercise Board functions, to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, or to dissolve, or for other matters, such action shall be taken by two-thirds vote of the active and inactive Directors in office. Such actions shall require the approval of the Resident Lama.

Section 7: Regular Meetings.

Regular meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors. No other notice of the date, time, place, or purpose of these meetings is required. Sangha may attend the entire meeting except for executive sessions.

Section 8: Executive Session.

The Board may hold executive sessions on matters of a sensitive nature including, but not limited to: employment of an Executive Director; evaluation of an Executive Director; all proceedings of the Board’s Grievance Committee and deliberations by the Board regarding grievances; discussion about litigation; or personnel issues.

Section 9: Special Meetings.

Special meetings of the Board of Directors shall be held at the time and place to be determined by the Board of Directors. Notice of such meetings, describing the date, time, place, and purpose of the meeting, shall be delivered to each Director and the Resident Lama personally or by telephone or by mail not less than two days prior to the special meeting.

Section 10: Meeting by Telecommunication.

Any regular or special meeting of the Board of Directors may be held by telecommunications in which all Directors participating may hear each other.

Section 11: No Salary.

Directors shall not receive salaries for their Board services, but may be reimbursed for expenses related to Board service.

Section 12: Action by Consent.

Any action required by law to be taken at a meeting of the Board, or any action which may be taken at a Board meeting, may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the Directors.

Article VII: Committees

Section 1: Executive Committee.

The Board of Directors may by two-thirds vote of the active and inactive Directors in office create an Executive Committee. The Executive Committee shall be composed of two or more Directors, selected by the Board of Directors by a two-thirds vote of the active and inactive Directors in office. The Executive Committee shall have such power as granted by the Board to make on-going decisions between Board meetings. A quorum at an Executive Committee meeting shall be a majority of all Committee members in office before the meeting begins. If a quorum is present, action is taken by a majority vote of Directors present.

Section 2: Other Committees.

The Board of Directors may establish such other committees as it deems necessary and desirable, including advisory and work committees, so long as the committees do not exercise Board functions. The Board shall adopt a charter describing the make-up, responsibilities and authority of each committee at the time it is established.

Section 3: Limitations on the Powers of Committees.

The authority of a committee shall be limited to that specified in its charter as adopted by the Board and no committee may authorize payment of a dividend or any part of the income, assets, or profit of the corporation to its Directors or officers; may approve dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation's assets; may elect, appoint, or remove Directors or fill vacancies on the Board or on any of its committees; nor may adopt, amend, or repeal the articles, bylaws, or any resolution by the Board of Directors.

Article VIII: Officers

Section 1: Titles.

The officers of this corporation shall be the President, Assistant President, Secretary and Treasurer.

Section 2: Election.

The Board of Directors shall select the President, Secretary and Treasurer from members of the Board; these officers shall serve one-year terms. An officer may be reelected or reappointed without limitation on the number of terms the officer may serve.

Section 3: Vacancy.

A vacancy of the office of President, Secretary or Treasurer shall be filled not later than ninety days after the vacancy.

Section 4: Other Officers.

The Board of Directors may elect or appoint other officers as it shall deem them necessary and desirable. They shall hold their offices for such terms and have such authority and perform such duties as shall be determined by the Board of Directors.

Section 5: President.

The President shall be the chief officer of the corporation and the Chair of the Board. The President is responsible for completing or assigning the following: overseeing Board meetings; assuring that Board resolutions are carried out; and carrying out any other duties prescribed by the Board of Directors. The President may attend any committee meetings and may participate in discussion.

In consultation with the Board, the President shall appoint an Assistant President from the Board, not later than sixty days after taking office.

Communications representing KCC to the public shall be reviewed by the President and the Resident Lama.

Section 6: Assistant President.

The duty of the Assistant President is to support the President in carrying out his or her duties in ways mutually worked out with the President and the Board. The President and Assistant President shall discuss and agree upon a plan for working together and shall discuss the plan with the Board. Unless otherwise determined by the Board, in the event of a temporary absence of the President, the Assistant President shall assume the power of the President and carry out the role in a manner that is consistent with the policies and style of the absent President with the goal of diminishing potential disruption.

Section 7: Secretary.

The Secretary shall have overall responsibility for general corporate record keeping and reporting. The Secretary shall perform, or cause to be performed, the following duties: (a) official recording of the minutes of the Board of Directors’ meetings and actions; (b) provision for notice of all meetings of the Board of Directors; (c) authentication of the records of the corporation; (d) filing any non-financial reports required by the government on behalf of the corporation; (e) maintaining all corporate records and ensuring their accuracy and safety; and, (f) any other duties as may be prescribed by the Board of Directors.

Section 8: Treasurer.

The Treasurer shall have overall responsibility for record keeping and reporting related to corporate funds. The Treasurer shall perform, or cause to be performed, the following duties: (a) keeping full and accurate accounts of all financial records of the corporation; (b) depositing of all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors; (c) disbursing of all funds when proper to do so; (d) making financial reports as to the financial condition of the corporation to the Board of Directors; (e) filing financial reports as may be required by the government on behalf of the corporation; and, (f) any other duties as may be prescribed by the Board of Directors.

Article IX: Sangha

Section 1: Sangha List.

The Sangha is the community of committed practitioners and supporters of KCC. The Board of Directors shall create and maintain a Sangha list. This list will include the names of all individuals who pay dues and other individuals officially included on the list at the discretion of the Board and Resident Lama.

Section 2:Participation.

The Sangha may participate in the selection of the Board of Directors, as specified in Article VI, Section 3. The Board shall provide appropriate means for communication between the Sangha and the Board.

Sangha may attend all regular and special Board meetings except for executive sessions and may present issues to the Board by asking to be placed on the meeting agenda.

The Sangha shall participate in the selection and removal of a Resident Lama as described in Article IV, above.

Article X: Corporate Indemnity

As provided in the articles, this corporation will indemnify its officers and Directors to the fullest extent allowed by current or future Oregon law.

Article XI: Amendments to the Articles and Bylaws

Article one of these bylaws can be amended or repealed with the approval of one hundred percent of the active and inactive Directors in office and approval in writing of the Resident Lama. The Articles of Incorporation and the remainder of these bylaws may be amended or repealed and new articles or bylaws adopted, with the approval of two-thirds of the active and inactive Directors in office and approval in writing of the Resident Lama. Prior to the adoption of the amendment, each Director and the Resident Lama shall be given at least two days notice of the date, time and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the articles or bylaws and shall contain a copy of the proposed amendment.